While Foster now sounds like the ideal working mom, what brought her to her last two major studio films reveals a darker side. Both are scary movies that put children in jeopardy. In 2002's Panic Room, a David Fincher thriller, Foster has to protect her young daughter during a home invasion. In Disney's new Flightplan, she's a mother who loses track of her daughter on a plane, then gets so confused by those around her that she isn't sure she ever had a daughter.

"When I direct movies, it's all about everything I've lived. When I act, it's everything I never lived," she says. She was, however, able to draw on some primal emotions. "Anyone who has kids has experienced this weird thing of being so sensitive to their peril. It's the most elementary fear."

Her deepest moment of panic came when her older son had his tonsils out. "It was the most horrible moment when they wheeled him into the operating room and they told him to play spaceman and count backwards from 10 for a liftoff. He started to panic a little, his eyes darting, like we were betraying him. When he came out of surgery, he was crying, like having a psychotic episode. Other kids were screaming too. We had to hold him down and they shot him full of something. When he woke up later, he was great and said he'd do that anytime," she relates, almost breathless at the memory. The fearless mommy, on the other hand, says, "I needed to go to a sanatorium."

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